SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
March 17, 2020
Date of Report (Date of earliest event reported)
NCS Multistage Holdings, Inc.
(Exact name of Registrant as specified in its charter)
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Delaware |
001-38071 |
46-1527455 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
19350 State Highway 249, Suite 600
Houston, Texas 77070
(Address of principal executive offices) (Zip code)
(281) 453-2222
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, $0.01 par value |
NCSM |
NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company ☑ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☑
Item 7.01Regulation FD Disclosure.
On March 17, 2020, NCS Multistage Holdings, Inc. (the “Company”) issued a press release announcing that the United States District Court for the Western District of Texas, Waco Division (the “District Court”), awarded a decision in favor of Repeat Precision, LLC, a 50 percent owned subsidiary of the Company (“Repeat Precision”), in connection with the Company’s previously disclosed litigation with Diamondback Industries, Inc (“Diamondback”). A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in this Item 7.01 and the accompanying exhibit is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18. Furthermore, the information contained in this Item 7.01 and the accompanying exhibit shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
Item 8.01Other Events.
On March 17, 2020, the District Court awarded Repeat Precision an approximately $34.4 million decision plus attorneys’ fees in connection with its breach of exclusive license, patent infringement and tortious interference claims. In its ruling, the District Court validated the terms of Repeat Precision’s exclusive license agreement with respect to the setting tool technology practicing U.S. Patent No. 9,810,035 and enjoined Diamondback from selling its infringing SS line of setting tools.
Item 9.01Financial Statements and Exhibits.
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(d) |
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Exhibits. |
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Exhibit |
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Description of the Exhibit |
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Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: March 17, 2020 |
NCS Multistage Holdings, Inc. |
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By: |
/s/ Ryan Hummer |
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Ryan Hummer |
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Chief Financial Officer |
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Exhibit 99.1
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NCS Multistage Holdings, Inc. 19350 State Highway 249, Suite 600 Houston, Texas 77070 |
PRESS RELEASE
U.S. DISTRICT COURT RULES IN FAVOR OF REPEAT PRECISION
AND NCS MULTISTAGE WITH $34.4 MILLION AWARD
HOUSTON, March 17, 2020 (GLOBE NEWSWIRE)--NCS Multistage Holdings, Inc. (“NCS” or the “Company”) (NASDAQ:NCSM) today announced that the United States District Court for the Western District of Texas, Waco Division, has awarded Repeat Precision, LLC, a 50 percent owned subsidiary of NCS (“Repeat Precision”), an approximately $34.4 million decision plus attorneys’ fees, in the case of Diamondback Industries, Inc. (“Diamondback”) vs. Repeat Precision, LLC, NCS Multistage LLC, and NCS Multistage Holdings, Inc., No.6:19-CV-00034-ADA. In its ruling, the Court validated the terms of Repeat Precision’s exclusive license agreement with respect to the setting tool technology practicing U.S. Patent No. 9,810,035, which Repeat Precision sells on a standalone basis and as the PurpleSeal Express™ System, combining the setting tool with the PurpleSeal™ frac plug. This ruling means Diamondback is prevented from selling its infringing SS line of setting tools. To read the Court’s ruling in its entirety, please view a copy of the ruling posted on NCS’s website under Investors-Presentations at https://ir.ncsmultistage.com/presentations/Decision-3-20.
“We are very pleased with the District Court’s decision.” said Robert Nipper, NCS’s Chief Executive Officer. “Diamondback filed a myriad of claims the District Court found to be meritless, many of which were voluntarily dismissed before trial, against NCS, Repeat Precision, R.J. Machine Company, our Repeat Precision joint venture partner, and certain directors and corporate officers individually, including Grant Martin, Gary Martin and myself. This is an exceptional case where the Court awarded Repeat Precision enhanced damages for patent infringement and exemplary damages for tortious interference.
Although the decision remains subject to appeal, and any monetary award subject to collection, we are ready to move forward from this litigation and continue to deliver technologies to our customers, like the innovative setting tool and PurpleSeal Express™ System, to optimize our customers’ operations and the value of their assets.”
Repeat Precision was represented by Locke Lord LLP, led by Scott Hastings, and Susman Godfrey LLP, led by J. Hoke (Trey) Peacock III and Shawn Raymond.
NCS Multistage Holdings, Inc. is a leading provider of highly engineered products and support services that facilitate the optimization of oil and natural gas well completions and field development strategies. NCS provides products and services to exploration and production companies for use in horizontal wells in unconventional oil and natural gas formations throughout North America and in selected international markets, including Argentina, China, Russia, the Middle East and the North Sea. NCS’s common stock is traded on the NASDAQ Global Select Market under the symbol “NCSM.” Additional information is available on the website, www.ncsmultistage.com.
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects” and similar references to future periods, or by the inclusion of forecasts or projections. Examples of forward-looking statements include, but are not limited to, statements we make regarding the outcome and impact of litigation. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. Other risk factors that may affect our results can be found in our latest Form 10-K filed with the U.S. Securities and Exchange Commission.
Contact
Robert Nipper
Chief Executive Officer
(281) 453-2222
IR@ncsmultistage.com